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                                                                    EXHIBIT 10.3




                                 AMENDMENT NO. 1
                                       TO
                           LOAN AND SECURITY AGREEMENT


     This Amendment No. 1 (the "Amendment") to the Loan and Security Agreement,
dated May 13, 1999 (the "Agreement"), is entered into as of April 16, 2001, by
and between Zindart Limited, a Hong Kong Corporation ("Lender"), on the one
hand, and Intervisual Books, Inc., a California corporation ("IBI"), and FFM
Acquisition Corp, a California corporation, ("FFM"), on the other hand. IBI and
FFM are sometimes individually and collectively referred to as "Borrower," and
the representations, warranties, covenants and agreements of "Borrower"
contained in this Agreement, as well as the liability in respect of the
Obligations shall apply to IBI and FFM on a joint and several basis unless
expressly stated otherwise. Capitalized terms used herein but not otherwise
defined shall have the meanings set forth in the Agreement.

                                    RECITALS

     Whereas Borrower has requested the extension of the Maturity Date under the
Agreement and in consideration for a repayment of the principal amount of the
Obligations in the amount of $250,000 on the date hereof; and

     Whereas Lender desires to extend the Maturity Date, subject to the
limitations and provisions set forth herein.

                                    AGREEMENT

     The parties agree as follows:

     1.   The Definitions are hereby amended to delete the definition of
          "Maturity Date" and add the following in the correct alphabetical
          order:

         "Maturity Date" means June 30, 2002.

          "Principal Payment Date" means the dates set forth on Schedule A
          hereto.

     2.   Section 2.1 is hereby amended to add the following paragraphs:

          "(d) Notwithstanding anything to the contrary set forth in this
          Section 2.1 or in this Agreement, Lender shall not be required to make
          any Advances or extend any credit or funds to Borrower subsequent to
          April 16, 2001, including, without



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          limitation, any Advances, credit or funds that have been repaid on or
          subsequent to April 16, 2001.

          (e) Borrower shall pay to Lender on the Principal Payment Dates the
          amounts set forth on Schedule A hereto, and, as of such dates, such
          amounts shall immediately be due and payable. All remaining Advances
          under this SECTION 2.1 and other amounts not previously paid under
          this Agreement and the Amendment, including, without limitations, all
          unpaid Obligations, shall be immediately due and payable on the
          Maturity Date."

     3.   Section 2.5 is amended to add the following provision:

          "In addition, Borrower shall pay to Lender a fee of $10,000, which fee
          shall be due on the date hereof and shall be fully earned and
          non-refundable, the proceeds of which shall be used to offset Lender's
          financial, accounting and legal fees and costs associated with
          documenting this Amendment."

     4.   Representations and Warranties. Each Borrower represents, jointly and
          severally, that the representations and warranties contained in the
          Agreement are true and correct on and as of the date hereof. Borrower
          represents and warrants that the Projections, as hereinafter defined
          and delivered to Lender as of the date hereof, have been reasonably
          prepared and represents management's reasonable and best assessment of
          the projected operating results and financial condition of Borrower,
          subject to the limitations and disclaimer set forth therein.

     5.   Affirmative Covenants. Section 6.3(a) is amended as follows:

         "6.3 FINANCIAL STATEMENTS, REPORTS, CERTIFICATES. Borrower shall
         deliver to Lender: (a) as soon as available, but in any event within
         thirty (30) days after the end of each month of each fiscal quarter,
         and within forty-five (45) days after the last month of each fiscal
         quarter, a company prepared consolidated balance sheet, income
         statement and cash flow statement together with supporting documents of
         such balances, covering Borrower's consolidated operations during such
         period, in a form and certified by an officer of Borrower reasonably
         acceptable to Lender."

          The balance of the Section 6.3 shall remain unamended.

     Section 6 is hereby amended to include the following paragraphs:

          "6.10. On the date hereof, Borrower shall provide Lender with
          financial and operating projections used by management and to be
          presented to the Board of Directors for each month in calendar 2001
          and 2002 (the "Projections") with reasonable detail and explanation on
          the assumptions used. Borrower shall promptly provide Lender with any
          update to such Projections that is adopted by management or the Board
          Directors. Commencing with the month ended April



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          30, 2001, Borrower shall promptly provide Lender with written notice
          of any known or reasonably anticipated material deviations from such
          Projections."

          6.11. Borrower shall promptly notify Lender in writing in the event
          that Borrower determines that the representations and warranties made
          in Section 5.8 ceases to be true on a continuous and ongoing basis."



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     IN WITNESS WHEREOF, Zindart and Borrower have executed this Amendment.



                              INTERVISUAL BOOKS, INC.,
                              a California corporation


                              By: /s/ Waldo H. Hunt
                                  ----------------------------------
                              Title: Chairman


                              FAST FORWARD MARKETING, INC.,
                              a California corporation



                              By: /s/ Dan P. Reavis
                                  ----------------------------------
                              Title: President



                              ZINDART LIMITED



                              By: /s/ Peter J. Gardiner
                                  ----------------------------------
                              Title: Chairman



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